SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____
Commission file number 0-16265
EZ COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0829355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10800 MAIN STREET
FAIRFAX, VIRGINIA 22030
(Address of principal executive offices) (Zip code)
(703) 591-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES * NO
________ _________
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock October 31, 1996
--------------------- ----------------
Class A Common Stock, $.01 par value per share 6,464,744 shares
Class B Common Stock, $.01 par value per share 2,677,897 shares
EZ COMMUNICATIONS, INC.
INDEX
Part II - Other Information Page
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Item 1. Legal Proceedings 3
Item 6. Exhibits 3
Signatures 4
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Exhibit Index
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 31, 1996, EZ New Orleans, Inc. filed an application for the
renewal of the license of WEZB-FM in New Orleans, Louisiana with the Federal
Communications Commission. A petition to deny the application dated April 25,
1996, has been filed. The petition alleges, among other things, that the
licensee has presented indecent and obscene programming and improperly
maintained the station's public inspection file; it also contends that the
licensee is not qualified to do business in Louisiana. The licensee filed its
opposition to the petition to deny on June 17, 1996. The petitioners filed a
reply dated July 11, 1996. Informal objections have also been filed against the
WEZB-FM renewal application, raising allegations similar to those in the
petition. The licensee is preparing its response to the informal objections as
well as to an inquiry from the Federal Communications Commission staff
concerning public inspection file compliance. While the Company cannot predict
the outcome of these matters involving WEZB-FM at this time, the Company
believes that the challenges will not have a material adverse effect on the
Company. There can be no assurance, however, that the renewal application will
be granted.
On August 6, 1996, each of EZ and American received an informal inquiry
from the Division of Enforcement of the Securities and Exchange Commission
regarding trading activity in the stock of EZ prior to the announcement of
the proposed merger with American discussed below. On September 11, 1996,
the Division of Enforcement informally requested that each of EZ and American
voluntarily provide certain documents in connection with the Division's
inquiry. Such documents were provided to the Division by EZ on September 26,
1996 and by American on September 27, 1996.
On September 16, 1996, EZ and American each received a Civil Investigative
Demand from the Antitrust Division of the Department of Justice requesting
certain documentary materials regarding the purchase, sale, trade or other
transfer of radio stations in Charlotte, North Carolina. Consummation of the
exchange and the acquisition, which is expected in the first quarter of 1997, is
subject to the consent of the FCC and the expiration or earlier termination of
the HSR waiting period. Upon such consummation, EZ will own six FM stations in
Charlotte and will, therefore, be required to dispose of one of these stations.
In June 1991, Allegheny Communications Group, Inc. ("Allegheny") filed a
competing application and a Petition to Deny against the license renewal
application of EZ Communications, Inc. ("EZ") for station WBZZ-FM in
Pittsburgh. On November 9, 1996, EZ entered into a settlement agreement (the
"Settlement Agreement") with Allegheny, pursuant to which Allegheny agreed to
dismiss its application with prejudice and EZ agreed to purchase the stock of
Allegheny for $4.5 million. On November 12, 1996, the Settlement Agreement
was submitted for approval to an administrative law judge of the Federal
Communications Commission.
ITEM 6. EXHIBITS
(a) The following exhibits are filed herewith:
Exhibit
Number Exhibit Title
- - ------- -------------
10.52 --Settlement Agreement dated November 9, 1996, by and among EZ
Pittsburgh, Inc., Allegheny Communications Group, Inc. ("AGCI")
and AGCI's officers, directors, and shareholders.
10.53 --Joint Request for Approval of Settlement Agreement, dated
November 12, 1996, by EZ Pittsburgh, Inc. and Allegheny
Communications Group, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 11, 1996 EZ COMMUNICATIONS, INC.
By: Ronald H. Peele, Jr.
--------------------------------
Ronald H. Peele, Jr.
Chief Financial Officer and
Chief Accounting Officer
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